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Exhibit 10.3(B)  


 
  FIRST AMENDMENT
  TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT    
    


        THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is made and dated as of the 12TH day of April, 2004 by and
among DOLLAR FINANCIAL GROUP, INC., a New York corporation (the "Company"), DFG HOLDINGS, INC., a Delaware corporation (the "Parent"), the lenders currently party to the Credit Agreement
referred to below (the "Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). 


RECITALS  


        A.    Pursuant
to that certain Second Amended and Restated Credit Agreement dated as of November 13, 2003 by and among the Company, the Parent, the Lenders, the
Documentation Agent, the Syndication Agent and the Administrative Agent (as amended, extended and replaced from time to time, the "Credit Agreement," and with capitalized terms used herein and not
otherwise defined used with the meanings given such terms in the Credit Agreement), the Lenders agreed to extend credit to the Company on the terms and conditions set forth therein. 



        B.    The
Company and the Parent have informed the Administrative Agent and the Lenders of their intent to enter into the following transactions (collectively, the "IPO Related
Transactions"): 



        (1)   Pursuant
to the Senior Noteholder Indenture, the Company intends to issue an additional $20,000,000.00 in principal amount of Replacement Senior Notes (the "2004
Add-On Notes"). 


        (2)   The
Net Cash Proceeds of the issuance of the 2004 Add-On Notes, together with cash on hand and/or borrowings under the Credit Agreement, will be distributed
to the Parent in the form of a dividend, which will be used in its entirety by the Parent to redeem up to $20,000,000.00 in aggregate principal amount of New Parent Notes. 


        (3)   The
Parent intends to consummate an initial public offering of its common stock (the "IPO"). 


        (4)   The
Net Cash Proceeds of the IPO will be used by the Parent: (a) first, if the Parent subsequently determines to do so, to acquire certain debt obligations owed
to the Company by various employees of the Company or its Subsidiaries (the "Company-Owned Employee Debt Obligations"), (b) second, to redeem the remaining New Parent Notes (or such amount of
the New Parent Notes as can be redeemed using all of the remaining Net Cash Proceeds of the IPO), and (c) third, together with cash on hand at the Company and/or borrowings under the Credit
Agreement, if necessary, to pay to Leonard Green & Partners, L.P. (i) a termination fee of $2,500,000.00 in consideration of the early termination of the Management Services Agreement,
and (ii) accrued fees under the Management Services Agreement. 


        (5)   If
the Company-Owned Employee Debt Obligations are acquired by the Parent, the Company intends to forgive the accrued interest under such Company-Owned Employee Debt
Obligations simultaneously with such acquisition (and the Parent intends to forgive the accrued interest respecting an additional debt obligation of the Parent's chief executive officer owed to the
Parent) and the Parent intends to simultaneously accept employees' surrender of common stock of the Parent and/or stock options to acquire common stock of the Parent in full satisfaction of the
principal amount of all such obligations. 




        C.    The
Parent and the Company have asked the Administrative Agent and the Lenders to approve the IPO Related Transactions and to amend the Credit Agreement and certain of
the other Loan Documents in certain respects consistent with such approval. 


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        D.    The
Administrative Agent and the Lenders have agreed to such request on the terms and subject to the conditions set forth more particularly below. 


        NOW,
THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows: 


AGREEMENT  


        1.     To
reflect the agreement of the parties hereto to amend the Credit Agreement in certain respects to accommodate the IPO Related Transactions: 



        (a)   The
following new definitions are hereby added to the Glossary attached as Annex I to the Credit Agreement: 



        "'Parent IPO' shall mean the initial public offering of the common stock of the Parent." 



        "'2004 Add-On Senior Notes' shall mean those certain $20,000,000 9.75% Senior Notes due 2011 to be issued pursuant to the
Senior Noteholder Indenture in addition to the existing Replacement Senior Notes." 




        (b)   The
following definitions set forth in the Glossary attached as Annex I to the Credit Agreement are hereby amended to
read in their entirety as follows: 



        "'Replacement Senior Notes' shall mean, collectively: (1) those certain $220,000,000 9.75% Senior Notes due 2011 (together with all
notes issued in exchange, substitution or replacement therefor) to be issued pursuant to the Senior Noteholder Indenture in replacement of those certain 107/8% Senior Notes due 2006 and
107/8% Senior Subordinated Notes due 2006 issued by the Company and outstanding on the Effective Date and (2) the 2004 Add-On Senior Notes. All references to the
"Senior Notes' in the Loan Documents shall be deemed to be references to the Replacement Senior Notes." 




        (c)   Paragraph 3(h)(3)(ii) of the Credit Agreement is hereby amended to read in its entirety as follows: 



        "(ii)    In
a dollar amount equal to: (y) one hundred percent (100%) of the Net Cash Proceeds from each issuance by the Parent or any of its Subsidiaries of debt
securities following the Effective Date (other than in connection with Approved CTP Assets Disposition Agreements and the 2004
Add-On Senior Notes), and (z) fifty percent (50%) of the Net Cash Proceeds from each issuance by the Parent or any of its Subsidiaries of equity securities following the Effective
Date (other than in connection with the Parent IPO); and" 




        (d)   A
new Paragraph 5(c) is hereby added to the Credit Agreement to read in its entirety as follows: 



        "5(c)    2004 Add-On Senior Notes.    As conditions precedent to the Administrative Agent and the Lenders
agreement to approve the issuance by the Company of the 2004 Add-On Senior Notes: 



        (1)   The
Administrative Agent shall have reviewed and approved all documents, instruments and agreements relating to the issuance of the 2004 Add-On Senior Notes
and the terms and provisions applicable thereto, including, without limitation, any supplement to or amendment of the Senior Noteholder Indenture; 



        (2)   The
representations and warranties of each of the Company-Related Credit Parties contained in the Loan Documents to which such Person is party shall be accurate and
complete in all material respects as if made on and as of the date of issuance of the 





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2004
Add-On Senior Notes and both before and after giving effect to such issuance and the application of the proceeds thereof (unless any such representation and warranty speaks as of a
particular date, in which case it shall remain accurate and complete in all material respects as of such date); 



        (3)   There
shall not have occurred an Event of Default or Potential Default either before or immediately after giving effect to the issuance of the 2004 Add-On
Senior Notes; and 


        (4)   The
Administrative Agent shall have received evidence satisfactory to it that one hundred percent (100%) of the Net Cash Proceeds of the issuance of the 2004
Add-On Senior Notes will be distributed to the Parent and used by the Parent to redeem a portion of the New Parent Notes, it being acknowledged and agreed that the failure of the Parent so
to do shall constitute an Event of Default hereunder." 





        (e)   A
new Paragraph 5(d) is hereby added to the Credit Agreement to read in its entirety as follows: 



        "5(d)    Parent IPO.    As conditions precedent to the Administrative Agent and the Lenders agreement to allow the
Parent to consummate the Parent IPO: 



        (1)   The
Administrative Agent shall have reviewed and approved: (i) the registration statement and all other documents, instruments and agreements, whether required to
be filed with the Securities and Exchange Commission or otherwise, relating to the Parent IPO, (ii) any amendments or other modifications of the organizational documents of the Parent and the
Company, including, without limitation, amendments to such Person's Articles of Incorporation and By-Laws, as may be delivered in connection with or in contemplation of the consummation of
the Parent IPO, and (iii) such opinions of counsel to the Parent in form and substance satisfactory to the Administrative Agent regarding the Parent IPO and termination of the Management
Services Agreement as the Administrative Agent may reasonably request; 


        (2)   The
representations and warranties of each of the Company-Related Credit Parties contained in the Loan Documents to which such Person is party shall be accurate and
complete in all material respects as if made on and as of the effective date of the Parent IPO and both before and after giving effect to the consummation thereof and the application of the proceeds
thereof (unless any such representation and warranty speaks as of a particular date, in which case it shall remain accurate and complete in all material respects as of such date); 


        (3)   There
shall not have occurred an Event of Default or Potential Default either before or immediately after giving effect to the Parent IPO; and 


        (4)   The
Administrative Agent shall have received evidence satisfactory to it that the Net Cash Proceeds of the Parent IPO will be used by the Parent: (a) first, if
the Parent subsequently determines to do so, to acquire the debt obligations owed to the Company by various employees of the Company or its Subsidiaries, as set forth on  Schedule 5(d)(4), for cash
consideration equal to the aggregate principal amount outstanding under such debt obligations, (b) second, to
redeem the remaining New Parent Notes (or such amount of the New Parent Notes as can be redeemed using all of the remaining Net Cash Proceeds of the Parent IPO), (c) third, together with cash
on hand at the Company and/or borrowings under the Credit Agreement, if necessary, to pay to Leonard Green & Partners, L.P. (i) a termination fee of $2,500,000.00 in consideration of the
early termination of the Management Services Agreement, and (ii) accrued fees under the Management Services Agreement, and (d) fourth, for such purposes as the Parent may 





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elect,
subject to the restrictions of this Credit Agreement and the other Loan Documents, it being acknowledged and agreed that the failure of the Parent to apply such Net Cash Proceeds as provided in
this subparagraph 4 shall constitute an Event of Default hereunder. In the event the Parent IPO has not been consummated on or before July 31,
2004, the agreement of the Administrative Agent and the Lenders to permit the transactions to be consummated with the proceeds of the Parent IPO and the modification of provisions of the Credit
Agreement and the other Credit Documents following the consummation of the Parent IPO are subject to review and reapproval by the Administrative Agent and the applicable Lenders in their sole and
absolute discretion. 





        (f)    Paragraph 8(e) of the Credit Agreement is hereby amended to read in its entirety as follows: 



        "8(e)    Payment of Dividends.    Declare or pay any dividends upon its shares of stock now or hereafter outstanding
or make any distribution of assets to its stockholders as such, whether in cash, property or securities, except, and if but only if at the date such dividends are declared and at the date such
dividends are to be paid (and both before and after giving effect to the payment thereof) there does not exist an Event of Default or Potential Default, dividends and other distributions in a dollar
amount necessary to permit the Parent to: 



        (1)   Prior
to the consummation of the Parent IPO and termination and cancellation of the Management Services Agreement, pay management fees to Leonard Green &
Partners, L.P. and its Affiliates to the extent such management fees are permitted pursuant to Paragraph 8(k) below; 


        (2)   Pay
taxes payable by the Parent on account of income derived from operations of the Company and other Subsidiaries of the Parent; 


        (3)   Redeem
or otherwise repurchase stock, stock equivalents or stock options issued by the Parent owned by former employees, former directors or former officers of the
Company and its Subsidiaries for an aggregate purchase price for all such stock, stock equivalents and stock options not to exceed
$1,000,000.00 in any fiscal year or $3,000,000.00 in the aggregate from and after the Effective Date, in each case plus the aggregate amount of Net Cash
Proceeds received by the Parent following the Effective Date from the issuance by the Parent of equity securities to employees, directors or officers of the Company and its Subsidiaries and  minus the
aggregate amount of repurchases made pursuant to this subparagraph (3) following the Effective Date; provided, however, that in no
event shall the aggregate dollar amount of all such redemptions and repurchases exceed $5,000,000.00 from and after the Effective Date; and, provided further, that notwithstanding the limitations
contained herein, the Parent may redeem and repurchase additional stock, stock equivalents and stock options in any fiscal year in an additional aggregate amount equal to key man life insurance
proceeds which it receives in such fiscal year; 


        (4)   Pay
overhead and operating expenses, provided that such dividends shall be in an amount not to exceed $1,000,000.00 in any fiscal year; 


        (5)   Until
the Parent IPO shall have been consummated and the New Parent Notes redeemed in full, fund, from time to time after the Effective Date, costs and expenses in an
amount not to exceed $5,000,000.00 in the aggregate, incurred in connection with the exchange of certain outstanding notes of the Parent for New Parent Notes and the refinancing payment required to be
paid upon the issuance of the New Parent Notes and the registration of the New Parent Notes in accordance with the terms of those certain 





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Purchase
Agreements of even date herewith between the Parent and certain holders of notes issued by the Parent and outstanding following the Effective Date; 


        (6)   Until
the Parent IPO shall have been consummated and the New Parent Notes redeemed in full, pay, following the fifth anniversary of the Effective Date, interest due and
payable on the New Parent Notes; provided, however, that as an additional condition precedent to the right to pay any such dividend, the Company shall be in compliance with the requirements of  Paragraph 8(i)(2)
 below for the four calendar quarters ending on the last day of the most recent calendar quarter preceding the date of payment
thereof; provided, however, that: (i) for purposes of computation of compliance with the requirements of Paragraph 8(i)(2) below on the
first date the Company intends to pay interest on the New Parent Notes, Debt Service for the applicable four calendar quarters shall be deemed to include twice the amount of interest to be paid on
such first payment date notwithstanding that it was not paid during such four calendar quarters, and (ii) for purposes of computation of compliance with the requirements of  Paragraph 8(i)(2)
below on the second date the Company intends to pay interest on the New Parent Notes, Debt Service for the applicable four
calendar quarters shall be deemed to include the amount of interest to be paid on such second payment date notwithstanding that it was not paid during such four calendar quarters; and 


        (7)   Redeem
up to $20,000,000.00 in aggregate principal amount of New Parent Notes with the proceeds of the 2004 Add-On Senior Notes and cash on hand at the
Company and/or borrowings under the Credit Agreement." 





        (g)   Paragraph 8(f) of the Credit Agreement is hereby amended to read in its entirety as follows: 



        "8(f)    Purchase or Retirement of Stock.    Except as permitted pursuant to  Paragraph 8(e)(3) above, acquire, purchase, redeem
or retire any shares of its capital stock now or hereafter outstanding, in one transaction or
series of transactions, provided, that the foregoing shall not prohibit, in connection with the Parent IPO, the forgiveness by the Company or the Parent, as the case may be, of accrued interest under
the debt obligations set forth on Schedule 5(d)(4), and the satisfaction of the principal amount of such debt obligations in exchange for the
employees' surrender of common stock of the Parent and/or stock options to acquire common stock of the Parent. 




        (h)   Paragraph 8(g)(3) of the Credit Agreement is hereby amended to read in its entirety as follows: 



        "(3) Investments
in and advances by the Parent, the Company and the Guarantor Subsidiaries to the Foreign Subsidiaries, and investments and advances among Foreign
Subsidiaries; provided, however, that the aggregate amount of investment in and advances outstanding for all such Foreign Subsidiaries, when added (without duplication) to the aggregate amount of
Indebtedness outstanding to such Foreign Subsidiaries permitted pursuant to Paragraph 8(b)(11) above shall not exceed the Maximum Permitted
Foreign Subsidiary Investment." 




        (i)    Paragraph 8(h)(4) of the Credit Agreement is hereby amended to read in its entirety as follows: 



        "(4) (i) Transfers
of assets among the Company and Guarantor Subsidiaries, and (ii) transfers of assets among the Foreign Subsidiaries." 




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        (j)    Paragraph 8(k) of the Credit Agreement is hereby amended to read in its entirety as follows: 



        "8(k)    Limitations on Transactions with Affiliates.    And shall not permit any of Subsidiary to, make any payment
to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding,
loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless: (1) such Affiliate Transaction is on terms that are no less
favorable to the Parent, the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Parent, the Company or such Subsidiary with an unrelated
Person and (2) the Parent delivers to the Administrative Agent: (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $1,000,000.00, a resolution of the Board of Directors of the Parent, certified by a Responsible Officer of the Parent certifying that such Affiliate Transaction complies
with subparagraph (1) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors
of the Parent and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5,000,000.00, an opinion as to the
fairness to the Lenders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided, however, that the
following shall not be deemed to be "Affiliate Transactions": (A) the payment of Earn-out Obligations pursuant to agreements entered into at such time as the recipient of such
payments was not an Affiliate of the Parent, the Company or such Subsidiary, (B) any employment agreement entered into by the Parent, the Company or any of Subsidiaries in the ordinary course
of business and consistent with the past practice of such Person, (C) transactions between or among the Parent, the Company and/or the Subsidiaries otherwise permitted by this Credit Agreement,
(D) the payment of the fees, expenses and other similar payments payable by the Parent, the Company and the Subsidiaries in connection with the transactions contemplated by this Credit
Agreement and the Refinancing Transactions that were expressly disclosed to, and approved by, the Administrative Agent in writing prior to the Effective Date, (E) the payment of reasonable and
customary regular fees to, and indemnities provided on behalf of, officers, directors and employees of the Parent, the Company or any Subsidiary, (F) prior to the consummation of the Parent IPO
and the cancellation of the Management Services Agreement, the payment of fees and other amounts payable by the Parent, the Company and Subsidiaries under the Management Services Agreement (or any
agreement extending or replacing the Management Services Agreement which contains the same terms with respect to fees and other terms no less favorable to the Parent, the Company and the
Subsidiaries), (G) loans to officers and employees of the Company and its Subsidiaries permitted pursuant to Paragraph 8(g) above,
(H) the performance of this Credit Agreement and the other Loan Documents, the Indenture and the indenture pursuant to which the New Parent Notes are issued (in the case of the Indenture and
the indenture pursuant to which the New Parent Notes were issued, as in effect as of the Effective Date) or any transaction contemplated thereby (including pursuant to any amendment thereto so long as
any such amendment is not disadvantageous to the Lenders in any material respect), (I) in connection with the Parent IPO, the Parent's acquisition of the debt obligations owed to the Company by
various employees of the Company or its Subsidiaries, as set forth on Schedule 5(d)(4), for cash consideration equal to the aggregate principal
amount outstanding under such debt obligations, (J) in connection with the Parent IPO, the forgiveness by the Company or the Parent, as the case may be, of accrued interest under the employee
debt obligations set forth on Schedule 5(d)(4), (K) in connection with the Parent IPO, the satisfaction of the principal amount of the
employee debt obligations set forth 




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on  Schedule 5(d)(4), in exchange for the employees' surrender of common stock of the Parent and/or stock options to acquire common stock of the
Parent, and (L) in connection with the Parent IPO, the payment to Leonard Green & Partners, L.P. and/or its Affiliates (collectively,
"LGP") of (i) a termination fee of $2,500,000.00 in consideration of the early termination of the Management Services Agreement, and
(ii) accrued fees under the Management Services Agreement. Notwithstanding anything
in this Credit Agreement to the contrary, prior to the consummation of the Parent IPO and termination and cancellation of the Management Services Agreement, neither the Parent, the Company nor any
Subsidiaries shall pay any fees to LGP: (w) prior to the date upon which cash interest is permitted hereunder to be paid on the New Parent Notes, (x) thereafter, on any date other than a
date upon which the entire interest due on the New Parent Notes on such date is paid in cash; (y) if an Event of Default or Potential Default is then continuing or may result from such payment;
or (z) on any date on which payment of such fees is permitted pursuant to subparagraphs (w), (x)
and (y) above in an amount in excess of $500,000.00 plus any amounts available for such payments, but not paid, on prior dates under which payment would
otherwise be so permitted; provided, that in no event shall the aggregate amount of all such fees paid to LGP from the Effective Date to and including the Revolving Facility Maturity Date exceed
$5,000,000.00. 




        (k)   Paragraph 8(m) of the Credit Agreement is hereby amended to read in its entirety as follows: 



        "8(m)    Change in Structure.    And shall not permit any Subsidiary to: (1) make any changes in its equity
capital structure (including, in the terms of its outstanding stock) other than, in the case of the Parent, such changes as are made in connection with the Parent IPO and which have been reviewed and
approved by the Administrative Agent, or (2) amend its certificate of incorporation or by-laws in any material respect other than, in the case of the Parent, amendments made in
connection with the Parent IPO and which have been reviewed and approved by the Administrative Agent." 




        (l)    A
new Paragraph 8(r) is hereby added to the Credit Agreement to read in its entirety as follows: 



        "8(r)    Management Services Contracts.    And shall not permit any Subsidiary to enter into any management services
contract or other arrangement for the provision of management and related services to such Persons, whether in the nature of the Management Services Agreement or otherwise, if such arrangement would
qualify as an Affiliate Transaction." 




        (m)  Schedule 5(d)(4) to the Credit Agreement is hereby added to the schedules by inserting the schedule attached
hereto as New Schedule 5(d)(4). 


        (n)   Schedule 8(p) to the Credit Agreement is hereby amended in its entirety and replaced with the schedule attached
hereto as Replacement Schedule 8(p). 




        2.    Rate Management Agreements.    To reflect the agreement of the parties to provide that rate management
arrangements such as those described in subparagraph 3 on Schedule 8(b)(13) which are provided by the Administrative Agent or one of the Lenders
shall be secured by the Company Collateral and shall otherwise constitute "Obligations" for all purposes of the Credit Agreement: 



        (a)   Schedule 8(b)(13) to the Credit Agreement is hereby amended in its entirety and replaced with the schedule
attached hereto as Replacement Schedule 8(b)(13). 


        (b)   A
new definition of "Rate Management Agreement" is hereby added to the Glossary to read in its entirety as follows: 



        "'Rate Management Agreement" shall have the meaning given such term in subparagraph 3 on  Schedule 8(b)(13) to the Credit Agreement. 




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        (c)   The
definition of "Loan Documents" set forth in the Glossary is hereby amended to read in its entirety as follows: 



        "'Loan Documents' shall mean the Credit Agreement, the Notes, the Collateral and Credit Support Documents, the L/C Documents, any and all
Rate Management Agreements the Indebtedness of the Company under which is held by a Lender, and each other document, instrument or agreement executed by the Company or any Subsidiary in connection
herewith or therewith, as any of the same may be amended, extended or replaced from time to time. 





        3.    Change in Name.    



        (a)   The
Administrative Agent and the Lenders hereby waive the Event of Default which arose by virtue of the failure of the Parent to have provided thirty (30) days'
notice to the Administrative Agent of a name change of a domestic subsidiary in Pennsylvania (the name "QTV Holdings, Inc." was changed to "PD Recovery, Inc." on March 16, 2004)
pursuant to Paragraph 10(c) of its Guarantor Security Agreement. Such amendment is given on a one time basis and shall not be deemed to constitute any agreement on the part of the
Administrative Agent and the Lenders to waive any other Event of Default which may exist or which may arise in the future. 



        (b)   The
Administrative Agent and the Lenders hereby waive the thirty (30) days' notice requirement to the Administrative Agent pursuant to Paragraph 10(c) of
its Guarantor Security Agreement regarding a name change of the Parent to "Dollar Financial Corp." 




        4.    Effective Date.    This Amendment shall be effective as of the date first written above upon the date that the
Administrative Agent shall have received: 



        (a)   This
Amendment, duly executed by the parties signatory hereto; and 



        (b)   Such
corporate resolutions, incumbency certificates and other authorizations from the Company, the Parent and each Subsidiary Guarantor as the Administrative Agent may
reasonably request. 




        5    Reaffirmation of the Loan Documents.    The Company and each of the Guarantors, by executing this Amendment as
provided below, hereby affirms and agrees that: (a) the execution and delivery by it of and the performance of its obligations under this Amendment shall not in any way amend, impair,
invalidate or otherwise affect any of its obligations under the Loan Documents to which it is party except to the extent expressly amended hereby, (b) the terms "Obligations," "Guaranteed
Obligations" and "Senior Obligations" as used in the Loan Documents include, without limitation, the Obligations of Company under the Credit Agreement as amended by this Amendment (and including,
without limitation, the obligations of the Company hereunder), and (c) except as expressly amended and waived hereby, the Loan Documents remain in full force and effect as written and
constitute valid, enforceable obligations of such Persons, as applicable. 


        6    Representations and Warranties.    The Company and each of the Guarantors, by executing this Amendment as
provided below, hereby represents and warrants to the Administrative Agent and the Lenders and agrees with the Administrative Agent and the Lenders that: 



        (a)   It
has the corporate power and authority and the legal right to execute, deliver and perform this Amendment and has taken all necessary corporate action to authorize the
execution, delivery and performance of this Amendment. 


        (b)   This
Amendment has been duly executed and delivered on its behalf and constitutes its legal, valid and binding obligation enforceable against it in accordance with its
terms. 


        (c)   On
the date of this Amendment, there does not exist a Event of Default or Potential Default other than as expressly waived pursuant hereto. 



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        (d)   None
of such Persons has any existing claims, counterclaims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to any of the Loan Documents. 




        7    No Other Amendment.    Except as expressly amended hereby, the Credit Agreement and other Loan Documents shall
remain in full force and effect as written. 


        8    Counterparts.    This Amendment may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 


[Signatures
Page Following] 


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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written. 



	 	 	DOLLAR FINANCIAL GROUP, INC.,

a New York corporation
	 	 	 
	 	 	 
	 	 	/s/ Donald Gayhardt
 Donald Gayhardt, President and

Chief Financial Officer
	 	 	 
	 	 	DFG HOLDINGS, INC.,

a Delaware corporation
	 	 	 
	 	 	 
	 	 	/s/ Donald Gayhardt
 Donald Gayhardt, President and

Chief Financial Officer




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	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender
	

 	
 	

By:	
 	

/s/ Alex Y. Kim

	

 	
 	

Name:	
 	

Alex Y. Kim

	

 	
 	

Title:	
 	

Vice President





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	 	 	U.S. BANK NATIONAL ASSOCIATION,

as the Syndication Agent and a Lender
	

 	
 	

By:	
 	

/s/ Eric J. Swanson

	

 	
 	

Name:	
 	

Eric J. Swanson

	

 	
 	

Title:	
 	

Assistant Vice President





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	 	 	CITICORP NORTH AMERICA, INC.,

as Documentation Agent and a Lender
	

 	
 	

By:	
 	

/s/ Tammy A. Koch

	

 	
 	

Name:	
 	

Tammy A. Koch

	

 	
 	

Title:	
 	

Vice President





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	 	 	CREDIT SUISSE FIRST BOSTON, acting through

its Cayman Islands Branch, as a Lender
	

 	
 	

By:	
 	

/s/ Jay Chall        /s/ Doreen B. Welch

	

 	
 	

Name:	
 	

Jay Chall            Doreen B. Welch

	

 	
 	

Title:	
 	

Director            Associate





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	 	 	MANUFACTURERS AND TRADERS TRUST

COMPANY, as a Lender
	

 	
 	

By:	
 	

/s/ Joshua C. Becker

	

 	
 	

Name:	
 	

Joshua C. Becker

	

 	
 	

Title:	
 	

Assistant Vice President





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ACKNOWLEDGED AND AGREED TO BY:	
 	

 
	

ANYKIND CHECK CASHING CENTERS, INC.	
 	

 
	

CASH UNLIMITED OF ARIZONA, INC.	
 	

 
	

CHECK MART OF LOUISIANA, INC.	
 	

 
	

CHECK MART OF NEW MEXICO, INC.	
 	

 
	

CHECK MART OF PENNSYLVANIA, INC.	
 	

 
	

CHECK MART OF TEXAS, INC.	
 	

 
	

CHECK MART OF WISCONSIN, INC.	
 	

 
	

DFG INTERNATIONAL, INC.	
 	

 
	

DFG WORLD, INC.	
 	

 
	

FINANCIAL EXCHANGE COMPANY OF OHIO, INC.	
 	

 
	

FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.	
 	

 
	

FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.	
 	

 
	

FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.	
 	

 
	

LOAN MART OF OKLAHOMA, INC.	
 	

 
	

MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA, INC.	
 	

 
	

MONETARY MANAGEMENT OF CALIFORNIA, INC.	
 	

 
	

MONETARY MANAGEMENT OF MARYLAND, INC.	
 	

 
	

MONETARY MANAGEMENT OF NEW YORK, INC.	
 	

 
	

MONEYMART, INC.	
 	

 
	

MONEY MART EXPRESS, INC.	
 	

 
	

PACIFIC RING ENTERPRISES, INC.	
 	

 
	

QTV HOLDINGS, INC.	
 	

 
	



/s/ Donald Gayhardt
 Donald Gayhardt, President and Chief Financial Officer	

 	



 
	

 	
 	

 




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   REPLACEMENT SCHEDULE 8(b)(13):  


 ADDITIONAL PERMITTED INDEBTEDNESS  


        1.     Indebtedness
of the Company's Subsidiary, National Money Mart Company ("NMM") to Bank of Montreal ("BOM") in an amount not to exceed $(US)10,000,000 in the aggregate at
any date outstanding in connection with a facility for overdrafts and other potential exposures relating to payroll, ACH and check cashing services. 


        2.     Indebtedness
of the Company's Subsidiary, Dollar Financial U.K. Limited ("DFUK") to National Westminster Bank Plc ("Natwest") in an amount not to exceed
£3,750,000 in the aggregate at any date outstanding in connection with a multiple line facility as evidenced by that certain Multi Line Facility Agreement dated as of January 30,
2003 by and between DFUK and Natwest, as amended by that certain Letter Agreement dated October 10, 2003 by and between DFUK and The Royal Bank of Scotland Plc, as agent for Natwest. 



        3.     Indebtedness
held by a Lender with respect to or in connection with foreign exchange contracts, currency swap agreements, interest rate swaps, collars or cap agreements
and similar arrangements entered into in the ordinary course of business and designed to protect against fluctuations in currency values and interests rates ("Rate Management Agreements"), which
Indebtedness is secured or otherwise supported pursuant to the Collateral and Credit Support Documents, and other unsecured Rate Management Agreements. 


        4.     Unsecured
obligations to repurchase equity securities of Parent in the event of the death or disability of Jeffrey Weiss pursuant to that certain Employment Agreement
dated as of December 19, 2003 by and among the Company, Parent and Jeffrey Weiss. 


        5.     Unsecured
obligations to repurchase equity securities of Parent in the event of the death or disability of Donald Gayhardt pursuant to that certain Employment Agreement
dated as of December 19, 2003 by and among the Company, Parent and Donald Gayhardt. 


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   NEW SCHEDULE 5(d)(4)  



	 
	 	Lender
	 	Mgmt

Loan
	 	Int

Rate
	 	Accrued Interest

thru 7/31/04
	 	Interest

Forgiveness
	 	Total loan

	Jeffrey Weiss	 	Parent	 	$	4,308,570.36	 	6.0	%	$	1,452,706.31	 	$	(1,452,706.31	)	$	4,308,570.36
	Jeffrey Weiss	 	Company	 	 	2,000,000.00	 	6.0	%	 	674,333.33	 	 	(674,333.33	)	 	2,000,000.00
	Donald Gayhardt	 	Company	 	 	96,525.00	 	6.0	%	 	32,545.01	 	 	(32,545.01	)	 	96,525.00
	Peter Sokolowski	 	Company	 	 	70,695.00	 	6.0	%	 	23,836.00	 	 	(23,836.00	)	 	70,695.00
	Michael Marcus	 	Company	 	 	63,658.00	 	6.0	%	 	21,463.36	 	 	(21,463.36	)	 	63,658.00
	Evan Guengerich	 	Company	 	 	68,121.00	 	6.0	%	 	22,968.13	 	 	(22,968.13	)	 	68,121.00
	Drew Callan	 	Company	 	 	26,844.50	 	6.0	%	 	9,051.07	 	 	(9,051.07	)	 	26,844.50
	Melissa Holmes	 	Company	 	 	20,537.50	 	6.0	%	 	6,924.56	 	 	(6,924.56	)	 	20,537.50
	Syd Franchuk	 	Company	 	 	69,257.75	 	0.0	%	 	—	 	 	69,257.75	 	 	 
	 	 	 	 	
	 	 	 	
	 	
	 	

	 	 	 	 	$	6,724,209.11	 	 	 	$	2,243,827.77	 	$	(2,243,827.77	)	$	6,724,209.11
	 	 	 	 	
	 	 	 	
	 	
	 	








Note:
Interest calculated based on 360 day year. 


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REPLACEMENT SCHEDULE 8(p):  


 SCHEDULE OF RESTRICTED PAYMENTS ON REPLACEMENT SENIOR NOTES

AND NEW PARENT NOTES  


A.    RESTRICTED PAYMENTS WITH RESPECT TO REPLACEMENT SENIOR NOTES:  


        Until all Revolving Loans and unrepaid L/C Drawings have been finally and non-avoidably paid in full, all commitments under this Credit Agreement have
been terminated and any Contingent Obligations arising out of relating to Outstanding Letters of Credit have been fully cash collateralized to the satisfaction of the Administrative Agent, and
regardless of whether or not there shall exist an Event of Default under this Credit Agreement at the date of such proposed action, subject to the proviso set forth below neither the Company nor the
Parent will, nor will they permit any Subsidiary to, directly or indirectly, including, without limitation, pursuant to a Senior Noteholder Guaranty: 



        (1)   Make
any mandatory or voluntary repurchase of any Replacement Senior Notes, whether such repurchase is required or permitted as a result of a change of control, upon
sale of assets, following the occurrence of an event of default (whether or not principal amounts outstanding under the Replacement Senior Notes are accelerated) or otherwise; 


        (2)   Otherwise
make any payment or prepayment of principal on account of the Replacement Senior Notes; 



        (3)   Make
any payment or prepayment on account of interest accruing on the Replacement Senior Notes; provided, however that if but only if at the date of payment thereof and
both before and after giving effect to such payment there shall not exist an Event of Default, the Company may make payments on account of interest accrued on the Replacement Senior Notes computed at
the per annum rate of 9.75%, said interest to be payable semi-annually, in arrears, as provided in the Indenture as in effect on the Effective Date, or 


        (4)   Defease
any Replacement Senior Notes; 




provided,
however, that notwithstanding the foregoing, upon payment in full of all outstanding Revolving Loans and unrepaid L/C Drawings, regardless of whether such payment shall be
non-avoidable, termination of all commitments under this Credit Agreement and satisfactory cash collateralization of any existing Contingent Obligations arising out of relating to
Outstanding Letters of Credit, and subject to the provisions of the Intercreditor Agreement relating to reinstatement of the Intercreditor Agreement, the Senior Noteholder Trustee may take such
actions to obtain payment or prepayment of principal and interest on the Replacement Senior Notes against the Company and against the Parent under the Senior Noteholder Guaranty issued by the Parent
as may be permitted pursuant to the Intercreditor Agreement. 



B.    RESTRICTED PAYMENTS WITH RESPECT TO NEW PARENT NOTES:  


        Until all Revolving Loans and unrepaid L/C Drawings have been finally and non-avoidably paid in full, all commitments under this Credit Agreement have
been terminated and any Contingent Obligations arising out of relating to Outstanding Letters of Credit has been fully cash collateralized to the satisfaction of the Administrative Agent, and
regardless of whether or not there shall exist an Event of Default under this Credit Agreement at the date of such proposed action, the Company and the Parent will not, and they will not permit any
Subsidiary to, directly or indirectly: 



        (1)   Make
any mandatory or voluntary repurchase of any New Parent Notes, whether such repurchase is required or permitted as a result of a change of control, upon sale of
assets, following the occurrence of an event of default (whether or not principal amounts outstanding under the New Parent Notes are accelerated) or otherwise; 



2







 

        (2)   Otherwise
make any payment or prepayment of principal on account of the New Parent Notes; 



        (3)   Make
any cash payment of interest on account of interest accrued on the New Parent Notes; provided, however, that following the fifth anniversary of the Effective Date
the Parent may pay interest due and payable on the New Parent Notes subject to the restrictions set forth in the Credit Agreement, including, without limitation, the restrictions set forth in  Paragraph 8(e)(6)
 of the Credit Agreement; or 


        (4)   Defease
any New Parent Notes. 




provided,
however, that notwithstanding the foregoing, the Parent may: (1) subject to the provisions of Paragraph 5(c) of the Credit
Agreement, redeem up to $20,000,000.00 in aggregate principal amount of New Parent Notes with the proceeds of the 2004 Add-On Senior Notes and cash on hand at the Company and/or borrowings
under the Credit Agreement to be distributed to the Parent by the Company, and (2) subject to the provisions of Paragraph 5(d) of the
Credit Agreement, redeem outstanding New Parent Notes with a portion of the proceeds of the Parent IPO. 


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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT